Item 8.01. Other Events.
As previously disclosed, on July 20, 2018, Syntel, Inc. (the Company or Syntel) entered into an Agreement and Plan of Merger (the
Merger Agreement) by and among the Company, Atos S.E., a société européenne (European company) organized under the laws of France (Parent or Atos), and Green Merger Sub Inc., a Michigan
corporation and a wholly-owned subsidiary of Parent (Merger Sub). Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company (the Merger), with the Company continuing as the surviving company in the
Merger. On August 28, 2018, the Company filed with the Securities and Exchange Commission (the SEC) a definitive proxy statement (the Definitive Proxy Statement) with respect to the special meeting of the Companys
stockholders scheduled to be held on October 1, 2018, in connection with the Merger (the Special Meeting).
Litigation Related to
the Merger
As previously disclosed, three putative class action lawsuit have been filed in connection with the Merger. On August 16, 2018, a
putative shareholder class action entitled
Mahesh Veer Satya Tolapu v. Syntel, Inc., et al.
, No.
2:18-cv-12562-SJM-SDD,
was filed in the United States District Court for the Eastern
District of Michigan (the Tolapu Action). The Tolapu Action alleges claims for breach of fiduciary duty in connection with the Merger against the Companys
co-founders
and for aiding and
abetting against the other members of the Companys board of directors, the Company and Merger Sub. The Tolapu Action also alleges that the Companys preliminary proxy statement concerning the Merger was materially incomplete and/or
misleading in violation of Sections 14(a) and 20(a) of the Exchange Act and Rule
14a-9
promulgated thereunder. The Tolapu Action seeks, among other things, to enjoin the stockholder vote concerning the Merger,
money damages and an award of attorneys fees.
On August 17, 2018, a second putative shareholder class action entitled
Richard Scarantino v.
Syntel, Inc., et al.
, No.
2018-167788-CZ,
was filed in the Michigan Circuit Court for Oakland County (the Scarantino Action). The Scarantino action alleges claims for breach of fiduciary duty
in connection with the Merger against the members of the Companys board of directors and for aiding and abetting against the Company. The Scarantino Action seeks, among other things, to enjoin the stockholder vote concerning the Merger, money
damages and an award of attorneys fees.
On August 23, 2018, the third putative shareholder class and derivative action entitled
Shiva Stein
v. Bharat Desai et al.
, No.
2018-167927-CB,
was filed in the Michigan Circuit Court for Oakland County (the Stein Action). The Stein Action alleges class claims for breach of fiduciary duty in
connection with the Merger against the members of the Companys board of directors and for aiding and abetting against Atos and Merger Sub. The Stein Action also alleges derivative claims on behalf of the Company for breach of fiduciary duty
and unjust enrichment in connection with the Merger against the members of the Companys board of directors. The Stein Action seeks, among other things, to enjoin the stockholder vote concerning the Merger, money damages and an award of
attorneys fees.
While the Company believes that the actions lack merit and that the disclosures in the Definitive Proxy Statement comply fully with
applicable law, in order to avoid the expense and distraction of litigation and following discussions with counsel for plaintiffs in the Tolapu, Scarantino and Stein Actions , the Company has determined to voluntarily supplement the Definitive Proxy
Statement with the supplemental disclosures set forth below (the Supplemental Disclosures).
Nothing in the Supplemental Disclosures shall be
deemed an admission of the legal necessity or materiality under applicable law of the Supplemental Disclosures. To the contrary, the Company specifically denies all allegations that any of the Supplemental Disclosures, or any other additional
disclosures, were or are required.
The Companys Board of Directors continues to unanimously recommend that you vote FOR the approval
of the Merger Agreement and FOR the other proposals being considered at the Special Meeting.
Supplemental Disclosures to Definitive
Proxy Statement
These Supplemental Disclosures should be read in conjunction with the Definitive Proxy Statement, which should be read in its
entirety. All page references in the information below are to pages in the Definitive Proxy Statement, and all capitalized terms used below shall have the meanings set forth in the Definitive Proxy Statement. Paragraph references used herein refer
to the Definitive Proxy Statement before any additions or deletions resulting from the Supplemental Disclosures. Underlined text shows text being added to a referenced disclosure in the Definitive Proxy Statement. The information contained herein
speaks only as of September [21], 2018 unless the information indicates that another date applies.